Subscription Agreement

DATED: 28 MARCH 2008

Hong Kong/-1/OPEN/-1/PYYL: L_LIVE_APAC1:505524v7

between

Xdlong International Company Limited

as Company

Elevatech Limited

as Investor

and

Xx Xxx Shuipan

as Founder Shareholder

relating to

the subscription for convertible redeemable preference
shares in Xdlong International Company Limited

CONTENTS

1.	Interpretation	1

2.	Issue and Subscription	5

3.	Consideration	5

4.	Conditions	5

5.	Provisions in relation to the Listing Process	6

6.	Completion	9

7.	Warranties	10

8.	Indemnification	12

9.	Undertakings by the Founder Shareholder and the Company	13

10.	Protection of the Company and Founder Shareholder	13

11.	Confidentiality	13

12.	Announcements	15

13.	Provisions relating to this Agreement	15

14.	Waiver	18

15.	Law and Jurisdiction	18

SCHEDULE 1 : THE LETTER OF APPLICATION		19

SCHEDULE 2 : ADJUSTMENT OF CONSIDERATION		20

SCHEDULE 3 : PRINCIPAL TERMS Of THE PREFERENCE SHARES		24

SCHEDULE 4 : PROTECTION OF THE COMPANY AND FOUNDER SHAREHOLDER		26

SCHEDULE 5 : WARRANTIES		29

THIS AGREEMENT is dated 28 March 2008 and made

BETWEEN:

(1)	XDLONG INTERNATIONAL COMPANY LIMITED, (the “Company”), registered in the Cayman Islands having company number CT-207339 and having its registered office at Cricket Square, Xxxxxxxx Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands;

(2)	ELEVATECH LIMITED, (“Investor”), a company incorporated in Hong Kong and having its registered office at 68th Floor, Xxxxxx Kong Center, 0 Xxxxx’x Xxxx Xxxxxxx, Xxxx Xxxx; and

(3)	XX XXX SHUIPAN (the “Founder Shareholder”), holder of PRC passport number X00000000 of Xx. 000, Xxxxxxxxxxxx Xxxx, Xxxxxxxxxx Village, Chendai Town, Jinjiang City, Fujian Province, PRC.

BACKGROUND:

(1)	The Investor wishes to subscribe for the Subscription Shares from the Company.

(2)	The Founder Shareholder, as controlling shareholder of the Company, has agreed to give certain undertakings and to give Warranties to the Investor in connection with the Subscription.

(3)	Concurrently with the signing of this Agreement, the Investor, the Founder Shareholder, the Company, Richwise and Xx Xxx Jinlei will enter into the Share Purchase Agreement in relation to the sale of 5.5% of the issued share capital of the Company, as enlarged as a result of the Subscription.

THE PARTIES AGREE AS FOLLOWS:

1.	Interpretation

1.1	Definitions

In this Agreement (including the Recitals) except where the context admits otherwise:

“Adjustment Event” means the adjustments events set out in paragraphs 2.1, 3.1, 4.1 and 11 of schedule 2 of this Agreement.

“Affiliate” means, in relation to a body corporate, any subsidiary undertaking or parent undertaking of such body corporate, and any subsidiary undertaking of any such parent undertaking for the time being.

“Audited Accounts” means the audited consolidated balance sheet, audited cash flow statement and the audited consolidated profit and loss account of the Company and the Subsidiaries in respect of each of the three financial years ended on 31 December 2005, 31 December 2006 and 31 December 2007 reported on by Ernst & Young and prepared in accordance with the principles of merger accounting and HKFRS, including, in each case, the notes thereto.

“Authority” means any competent governmental, administrative, supervisory, regulatory, judicial, determinative, disciplinary, enforcement or tax raising body, authority, agency, board, department court or tribunal of any jurisdiction and whether supranational, national, regional or local.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for ordinary banking business in Hong Kong, the United States, the PRC, the Cayman Islands.

“BVI” means the British Virgin Islands.

“Completion” means completion of the subscription of the Subscription Shares in accordance with clause 6.

“Completion Articles” means the new articles of association of the Company to be adopted by the Company in accordance with the Conditions, reflecting the relevant terms as set out under this Agreement, the Share Purchase Agreement and the Shareholders’ Agreement in a form to be agreed between the Parties prior to Completion.

“Conditions” means the conditions set out in clause 4.1.

“Consent” means any approval, consent, ratification, waiver or other authorisation;

“Consideration” means the consideration to be paid for the Subscription Shares in accordance with clause 3.1.

“Directors” means the Directors of the Company or any of the Subsidiaries.

“Disclosure Letter” means the letter dated the date of this Agreement written and delivered by or on behalf of the Company and the Founder Shareholder to the Investor.

“Encumbrance” means any, actual or contingent, (i) mortgage, charge (floating and fixed), pledge, lien, assignment, hypothecation, deed of trust, security interest (including any created by law), or other security agreement or arrangement that securing or conferring any priority of payment in respect of any obligation of any person, (ii) any lease, sub-lease, occupancy agreement, easement or covenant granting a right of use or occupancy to any person and (iii) any proxy, power of attorney, voting trust agreement, interest, option, right of first offer, negotiation or refusal or transfer restriction in favour of any person; but does not include any retention of title provision.

“Estimated Profit” means the forecast net profit attributable to the equity holders of the Company for the year ending 31 December 2008 under HKFRS, excluding all non-recurring, exceptional and extraordinary items and denominated in RMB, to be set out in the Profit Forecast Memo.

“Founder Shareholder” means Xx Xxx Shuipan.

“Group” means the Company and each of its Subsidiaries.

“HKFRS” means Hong Kong Financial Reporting Standards as in effect from time to time, consistently applied during the periods involved.

“Hong Kong” means Hong Kong Special Administrative Region of the People’s Republic of China.

“Hong Kong Stock Exchange” means The Stock Exchange of Hong Kong Limited.

“Initial Valuation” means the amount in HK Dollars resulting from the following formula: 12.1 multiplied by Estimated Profit, where the HK Dollar amount shall be calculated on the basis of RMB1:HK$1.0966.

“IPO” means an initial public offering and listing of Ordinary Shares of the Company on a Stock Exchange including a Qualified IPO.

“IRR” means internal rate of return.

“Laws” means any treaty, statute, directive, regulation, decision, order, instrument, by-law, or any other law of, or having effect in, any jurisdiction.

“Letter of Application” means a letter of application for Preferred Shares substantially in the form of schedule 1.

“Listing Process” shall mean the process of undertaking an application to a Stock Exchange for the listing of and permission to deal in the Shares on that Stock Exchange.

“Ordinary Shares” means the ordinary shares of HK$0.10 each in the share capital of the Company.

“Party” means a party to this Agreement, and the meaning of “Parties” shall be construed accordingly.

“Preferred Shares” means the convertible redeemable preference shares of HK$0.10 each in the share capital of the Company the principal terms of which are set out in schedule 3 of this Agreement.

“Profit Forecast Memo” means the memorandum setting out the Estimated Profit to be prepared by the Company pursuant to the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and which will be reviewed for submission to the Hong Kong Stock Exchange by Ernst & Young.

“PRC” means the People’s Republic of China, excluding for purposes of this Agreement, Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan.

“Qualified IPO” means an IPO satisfying the following conditions: (i) it has been approved by the Investor in accordance with clause 5.7 (for the avoidance of doubt this condition shall only apply where the approval rights in clause 5.7 are applicable), (ii) the offering places a market capitalisation on the Company of at least US$650 million calculated on the basis of the offering price or the Investor has otherwise been deemed to be satisfied with this condition pursuant to clause 5.5(E), and (iii) upon the consummation of the IPO at least 25% of the outstanding Ordinary Shares held by persons other than Affiliates of the Company, may be traded without restriction (other than customary restrictions contained in lock-up agreements with the managing underwriter).

“Richwise” means Richwise International Investment Group Limited.

“RMB” means Renminbi, the lawful currency of the People’s Republic of China.

“Shares” means the Ordinary Shares and the Preferred Shares in issue.

“Share Purchase Agreement” means the agreement entered into between the Investor, the Company, the Founder Shareholder, Richwise and Xx Xxx Jinlei in relation to the sale and purchase of sale shares, representing 5.5 per cent. of the issued share capital as enlarged by the Subscription.

“Shareholders’ Agreement” means the agreement to be entered into between the Company, the Founder Shareholder, Richwise, Tiancheng International Investment Group Limited, XX Xxxxx Group Limited, Eagle Rise Investments Limited and the Investor, the form of which is attached as a schedule to the Share Purchase Agreement.

“Stock Exchange” means any reputable international stock exchange to which the Company submits its listing application, including but not limited to, the Hong Kong Stock Exchange.

“Subscription” means the subscription of the Subscription Shares.

“Subscription Shares” means the 2,500 Preferred Shares to be allotted and issued by the Company and subscribed by the Investor pursuant to clause 2 which will constitute 2.5 per cent. of the issued share capital of the Company, as enlarged by the Subscription.

“Subsidiaries” means the companies details of which are set out in schedule 3 to the Share Purchase Agreement.

“Warranties” means the warranties set out in Schedule 5 and all other warranties, covenants and indemnities on the part of the Company and the Founder Shareholder contained in this Agreement or which are or may be implied by law.

“XDLong Investment” means XDLong Investment Holding Limited, a company incorporated in the British Virgin Islands, further details of which are set out in Part 1 of schedule 3 to the Share Purchase Agreement.

1.2	Construction of certain references

In this Agreement, where the context admits:

(A)

where any statement is qualified by the expression “so far as the relevant Party is aware” or “to the best of the relevant Party’s knowledge and belief” or any similar expression in relation to any Party, that statement shall be deemed to be made after such Party has made reasonable inquiries;

(B)

references to clauses and schedules are references to clauses of and schedules to this Agreement, references to paragraphs are, unless otherwise stated, references to paragraphs of the schedule in which the reference appears, and references to this Agreement include the schedules;

(C)

references to the singular shall include the plural and vice versa and references to the masculine, the feminine and the neuter shall include all such genders;

(D)

“person” includes any individual, partnership, body corporate, corporation sole or aggregate, state or agency of a state, and any unincorporated association or organisation, in each case whether or not having separate legal personality;

(E)

“company” includes any body corporate;

(F)

references to the Selling Shareholders include a reference to each of them; and

(G)

references to, or to any provision of, any Laws shall be construed also as references to all other Laws made under the Law referred to, and to all such Laws as for the time being amended, re-enacted (with or without amendment), consolidated or replaced or as their application is modified by other Laws from time to time.

1.3	Joint and Several liabilities

All warranties, representations, indemnities, covenants, agreements and obligations given or entered into by the Company and the Founder Shareholder given in this Agreement are given or entered into jointly and severally.

1.4

Headings

The headings and sub-headings are inserted for convenience only and shall not affect the construction of this Agreement.

1.5

Schedules

Each of the schedules shall have effect as if set out herein.

2.	Issue and Subscription

Subject to the terms of this Agreement, the Investor agrees to subscribe for, and the Company agrees to issue, the Subscription Shares (representing 2.5 per cent. of the entire issued share capital of the Company following Completion as enlarged by the allotment and issue of the Subscription Shares), free from all Encumbrances on the terms and subject to the conditions of this Agreement.

3.	Consideration

3.1

Amount

The total Consideration for the Subscription Shares shall be the sum which is 2.5% of the Initial Valuation, but subject to adjustment pursuant to the Adjustment Events referred to in schedule 2.

4.	Conditions

4.1	Conditions

Completion is conditional upon:

(A)

the conditions referred to in clause 4.1 of the Share Purchase Agreement (other than condition 4.1 (J), being completion of the Subscription) being satisfied or waived in accordance with the terms of the Share Purchase Agreement;

(B)

resolutions of the Company being duly passed by the Company in general meeting or by written resolution approving the terms of the transactions contemplated and contained in this Agreement;

(C)

legal opinions addressed to the Investor being issued by PRC, BVI and Cayman Island legal counsels to the Company in a form to be agreed by the Parties; and

(D)

all Warranties being true, accurate and complete in all material respects as of the date of Completion,

and in the event that all the Conditions shall not have been satisfied or waived in accordance with clause 4.3 on or before the earlier of (i) 30 July 2008 and (ii) the date on which the submission of formal application for listing (Form C1) is made to the Hong Kong Stock Exchange, or such later date as the Parties may agree, this Agreement shall lapse and no Party shall make any claim against any other in respect hereof, save for any antecedent breach.

4.2	Disclosure of difficulties in satisfying Conditions

Should the Company, the Founder Shareholder or the Investor become aware of anything which will or may prevent any of the Conditions from being satisfied they shall disclose such matters to the other Parties.

4.3

Waiver

The Investor may waive in writing in whole or in part all of the Conditions.

5.	Provisions in relation to the Listing Process

5.1	Co-operation

Without prejudice to the rights and obligations of the relevant Parties under clause 11 and clause 12, the Company, the Founder Shareholder and the Investor severally agree to co-operate in any dealings with or submission to any Authority pursuant to the Listing Process such that:

(A)

all requests and enquiries from any such Authority shall be dealt with promptly by the parties in consultation with each other and in any event in accordance with any relevant time limit, with each Party promptly providing all information and assistance reasonably required by any such Authority upon being requested to do so by such Authority or by any other Party;

(B)

each Party shall provide copies of any proposed communication with any such Authority to the other parties, together with any supporting documentation or information reasonably requested by any other Party, and shall take due consideration of any comments that any other Party may have in relation to any such proposed communication prior to making it, provided that no party shall be required to disclose any confidential information or business secrets which have not previously been disclosed to such other Party; and

(C)

each Party shall promptly provide each other Party with copies of written communications and reports of all other communications with any such Authority subject to the deletion of confidential information or business secrets which have not previously been disclosed to each other Party.

5.2	Listing Process

In the event that the Stock Exchange indicates in writing to the Company that for the purpose of considering and approving the IPO, the Parties to this Agreement should consider amending or deleting any provision of this Agreement, the Company shall immediately inform the Parties of such written indication and, after the Company has used its best endeavours in negotiating and in assisting the Parties to undertake negotiations with the Stock Exchange in relation to such amendments, the Parties shall act in good faith and use their reasonable commercial endeavours to consult and to resolve such request of the Stock Exchange in a manner that does not cause delay to the Listing Process.

5.3	Amendments conditional

Any amendments to the rights of the Investor pursuant to clause 5.2 shall be conditional upon completion of the IPO, which shall be deemed to take place upon the commencement of trading of the Shares on the relevant Stock Exchange. If completion of a proposed IPO does not occur within 6 months of the Investor agreeing to any amendments to this Agreement in accordance with clause 5.2, such amendments shall be void.

5.4	Investor’s Put Option

(A)

Subject to clause 5.2, if the Stock Exchange requests any material amendments to any of the rights of the Investor in relation to the Adjustment Events, the Warranties or other Investor’s rights as set out under this clause 5.4, in schedule 2 or schedule 3 of this Agreement and clause 6 (Pre-emptions on issues of New Securities), clause 7 (Pre-emptions on transfers of Shares), clause 8 (Tag-along), clause 9 (Top-up acquisitions, Sale on IPO) and clause 11 (registration rights) of the Shareholders’ Agreement, the Investor shall be entitled to require the Founder Shareholder to purchase all or part of the Subscription Shares at a price per Share equal to the sum of the Initial Valuation per share plus a return that yields 12% IRR.

(B)

The entitlement in clause 5.4 (A) is exercisable by the Investor giving a written notice to the Founder Shareholder at any time in the period commencing on the day on which the Stock Exchange requests in writing any amendments to this Agreement which falls under the scope of clause 5.4 (A) and ending on the 5th Business Day after such day. Completion of the transfer of Sale Shares pursuant to this clause 5.4 shall occur on the third Business Day after such notice is given.

5.5	IPO other than a Qualified IPO

(A)

Section (ii) of the definition of “Qualified IPO” in clause 1.1 contains a qualification that a Qualified IPO can only be achieved by the Company if at the time of listing the Company achieves a market capitalization of US$650 million. This clause 5.5 sets out circumstances in which a Qualified IPO can be achieved by the Company with a market capitalization below US$650 million.

(B)

The Founder Shareholder can jointly serve on the investor a notice setting out the pricing of the offer shares for the proposed IPO and the possible non-occurrence of a Qualified IPO (the “Pricing Notice”) if:

(1)

a listing is granted by a Stock Exchange; and

(2)

in the final determination of the offer price, the Founder Shareholder become aware that a market capitalization of US$650 million may not be achieved.

(C)

After the Investor has been served with the Pricing Notice, the Investor shall be entitled to require the Founder Shareholder to purchase, on a Pro-rata Basis and on a several basis, all (but not part only) of the Subscription Shares at a price per Share equal to the sum of the initial Valuation per share plus a return that yields 12% IRR.

(D)

The entitlement in clause 5.5(C) is exercisable by the Investor giving a written notice to the Founder no later than 48 hours from the time that the Pricing Notice is given (or is deemed to be given pursuant to clause 13.10(A)). Completion of the transfer of Subscription Shares pursuant to this clause 5.5 shall occur on the third Business Day after such notice is given by the Investor

(E)

If the Investor does not exercise its entitlement to require the Founder Shareholder to purchase the Subscription Shares within the period specified in clause 5.5(D), the Investor is deemed to have satisfied itself with the market capitalization qualification in section (ii) of the definition of “Qualified IPO” in clause 1.1 notwithstanding a market capitalization of US$650 million may not be achieved, and the market capitalization qualification in the definition of “Qualified IPO” will be deemed to be satisfied.

(F)

For the avoidance of doubt, notwithstanding the waiver by the Investor of the market capitalization qualification in this clause 5.5, the other Investor’s rights in this Agreement will not be waived as a consequence of such waiver.

5.6	The Founder Shareholder’s Call Option

(A)

If:

(1)

the Stock Exchange requests any material amendments to any of the rights of the Investor referred to in clause 5.4(A);

(2)

the Investor refuses to accept such amendments;

(3)

the Stock Exchange would not approve the proposed IPO without such amendments being made; and

(4)

the Investor indicates it will not exercise the put option set out in clause 5.4 or upon the expiry of the period referred to in clause 5.4(B), during which the Investor may exercise its rights under clause 5.4(A).

the Founder Shareholder shall be entitled to require the Investor to sell all (but not part only) of the Subscription Shares at a price per Share equal to the sum of the Initial Valuation per share plus a return that yields 12% IRR.

(B)

The entitlement in clause 5.6(A) is exercisable by the Founder Shareholder giving a written notice to the Investor at any time after the earlier of:

(1)

the Investor indicating it will not exercise the put option set out in clause 5.4; and

(2)

the Business Day immediately following the expiry of the period referred to in clause 5.4(B), during which the Investor may exercise its rights under clause 5.4(A).

Completion of the transfer of Sale Shares pursuant to this clause 5.6 shall occur on the third Business Day after such notice is given.

5.7	Approval of Qualified IPO

(A)

The venue of any IPO (including a Qualified IPO) other than the Main Board of the Hong Kong Stock Exchange shall be subject to the Investor’s prior written consent.

(B)

The offering size of any IPO (including a Qualified IPO) shall be subject to Investor’s prior written consent if the number of newly issued Shares available for subscription (including new Shares to be issued pursuant to the exercise of the over-allotment option) would represent more than 25 per cent. of the total number of Shares in issue following the completion of the IPO on a Fully Diluted basis.

6.	Completion

6.1	Date and place of Completion

Completion shall take place at the offices of Xxxxxxx & Xxxxxxx in Hong Kong on the 4th Business Day after both this Agreement and the Share Purchase Agreement cease to be subject to any Conditions (as defined in the relevant agreement), other those Conditions which will be satisfied on Completion, or any other place or time as agreed between the parties.

6.2	Company’s obligations

On Completion the Company shall, subject to the due performance by the Investor of its obligations under clause 6.3:

(A)

deliver to the Investor:

(1)

copies of resolutions of the Company duly passed by the Company in general meeting or by written resolution approving the terms of the transactions contemplated and contained with this Agreement referred to in clause 4.1(A);

(2)

original legal opinions addressed to the Investor issued by the counsels to the Company in respect of the laws of the PRC, British Virgin Islands and Cayman Islands referred to in clause 4.1(C);

(B)

allot and issue to the Investor the Subscription Shares credited as fully paid and shall promptly register the Investor as a member of the Company in respect of the Subscription Shares;

(C)

deliver to the Investor the original share certificate(s) to be issued to the Investor in relation to the Subscription Shares;

(D)

procure that a meeting of the Board is held at which Subscription Shares shall be allotted and issued to the Investor and registered in its name credited as fully paid; and

(E)

procure the delivery of a copy of register of members of the Company showing the Investor’s name recorded as a shareholder of the Company in connection with the Subscription Shares certified by a director or authorised officer of the Company.

6.3	Investor’s obligations

On Completion the Investor shall:

(A)

deliver a Letter of Application in respect of the Subscription Shares to the Company; and

(B)

pay the Consideration for the Subscription Shares as provided by clause 3 (before any adjustment as is therein mentioned) by telegraphic transfer to such bank account as shall be notified by the Company to the Investor in writing on the Company’s letterhead and duly signed by an authorised representative of the Company, at least 3 Business Days prior to Completion.

7.	Warranties

7.1

General

The Founder Shareholder and the Company hereby jointly and severally represent and warrant to the Investor in the terms of the Warranties.

7.2	Disclosure

The Warranties are given subject to facts and matters fairly and specifically disclosed in or by this Agreement and the Disclosure Letter, and the Investor shall accordingly have no claim in respect of any of the Warranties in relation to any fact or matter so disclosed.

7.3	Warranties repeated

Each of the Warranties is given on the date of this Agreement on the basis that it is true and accurate as of the date of the Agreement. Each of the Warranties is given on the basis that it will remain true and accurate in all respects up to and including Completion, and the Company and the Founder Shareholder undertake to forthwith disclose in writing to the Investor any matter or thing which may arise or become known to the Company and the Founder Shareholder after the date of this Agreement and before Completion which is inconsistent with any of the Warranties.

7.4	Consequences of breach

In the event of it becoming apparent on or before Completion that the Company or the Founder Shareholder are in material breach of any of the Warranties or any other term of this Agreement, the Investor may at its option:

(A)

rescind this Agreement by notice in writing to the other Parties; or

(B)

proceed to Completion but without prejudice to their right to claim for breach of this Agreement or the Warranties.

7.5	Warranties by Investor

The Investor warrants to each of the Company and Founder Selling Shareholder as follows:-

(A)

the Investor is validly incorporated, in existence and duly registered under the laws of the jurisdiction of its incorporation;

(B)

the Investor has the requisite power and authority to enter into and perform this Agreement;

(C)

this Agreement constitutes binding obligations of the Investor in accordance with its respective terms;

(D)

no order has been made and no resolution has been passed for the winding up of the Investor or for a provisional liquidator to be appointed in respect of it and no petition has been presented and no meeting has been convened for the purposes of winding up the Investor;

(E)

no administration order has been made and no petition has been presented and no other action for such an order has been taken in respect of the Investor;

(F)

no receiver (which expression shall include an administrative receiver) has been appointed in respect of the Investor;

(G)

the Investor is not insolvent or unable to pay its debts and has not stopped paying its debts as they fall due; and

(H)

the execution and delivery of, and the performance by the Investor of its obligations under, this Agreement will not:

(1)

be or result in a breach of any provision of the memorandum or articles of association of the Investor;

(2)

be or result in a breach of, or constitute a default under, any instrument to which the Investor is a Party or by which the Investor is bound and which is material in the context of the transactions contemplated by this Agreement;

(3)

be or result in a breach of any order, judgment or decree of any court or governmental agency to which the Investor is a Party or by which the Investor is bound and which is material in the context of the transactions contemplated by this Agreement; or

(4)

require the Investor to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement).

Each of the foregoing warranties given by the Investor (“Investor’s Warranties”) is given on the basis that it will remain true and accurate in all respects up to and including Completion and the investor undertakes to forthwith disclose in writing to the Company and the Founder Shareholder any matter or thing which may arise or become known to the Investor after the date of this Agreement and before Completion which is inconsistent with any of the Investor’s Warranties.

7.6	Breach of warranties

In the event of it becoming apparent on or before Completion that the Investor is in material breach of any of the Investor’s Warranties or any other term of this Agreement the Company and the Founder Shareholder may at their option either:

(A)

rescind this Agreement by notice in writing to the Investor; or

(B)

proceed to Completion but without prejudice to their right to claim for breach of this Agreement or the investor’s Warranties.

8.	Indemnification

8.1	Indemnification

The Company and Founder Shareholder on a joint and several basis hereby agree to indemnify, defend and hold harmless the Investor, its Affiliates and their respective successors and assigns, representatives, directors, officers, members, partners, employees and agents (individually, an “Indemnified Party” and, collectively, the “Indemnified Parties”) from and against all and any losses, asserted against, imposed upon or incurred by any Indemnified Party by reason of or resulting from a breach of the Warranties or this Agreement by the Company or the Founder Shareholder (an “Indemnified Event”).

8.2	Defined terms

For the purposes of this clause 0 the Company and the Founder Shareholder are referred to as the “Indemnifying Parties”.

8.3	Indemnification Procedures

(A)

If any Indemnified Party is entitled to indemnification hereunder, such indemnified Party shall give notice (an “Indemnity Notice”) to the Indemnifying Parties of any claim or of the commencement of any action or proceeding against such Indemnified Parties brought by any third party with respect to which such Indemnified Party seeks indemnification pursuant hereto as soon as practical following the time at which the Investor discovers such claim; provided, however, that any delay to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any obligation or liability.

(B)

The Indemnifying Parties shall have the right, exercisable by giving written notice to an Indemnified Party within thirty (30) days after the receipt of an Indemnity Notice from such Indemnified Party of such claim, Action or Proceeding to assume, at the expense of such Indemnifying Parties, the defense of any such claim, action or proceeding with counsel reasonably satisfactory to such Indemnified Party.

(C)

The Indemnified Party shall have the right to control the defense or settlement of that portion of any claim which seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could materially interfere with the business, operations, assets, financial condition or prospects of the Indemnified Party.

(D)

After notice from an Indemnifying Party to the Indemnified Party of its election to assume the defense of such claim, action or proceeding, none of such Indemnifying Parties shall be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided that the Indemnified Party shall have the right to employ separate counsel to represent the Indemnified Party which may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the indemnifying Parties, but the fees and expenses of such counsel shall be for the account of such Indemnified Party unless (i) the Indemnifying Parties and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) in the reasonable opinion of counsel to such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest between them, it being understood, however, that the Indemnifying Parties shall not, in connection with any one such claim, action or proceeding but substantially similar or related claims, action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all Indemnified Parties.

(E)

None of the Indemnifying Parties shall consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by claimant or plaintiff to such Indemnified Party or Parties of a release from all liability in respect of such claim, action or proceeding.

9.	Undertakings by the Founder Shareholder and the Company

9.1	In consideration of the Investor entering into this Agreement at the request of the Founder Shareholder, the Founder Shareholder agrees and undertakes that as the controlling shareholder of the Company, he shall:

(A)

duly observe and perform all his obligations under clauses 5.4 and 5.5 of this Agreement; and

(B)

on the occurrence of an Adjustment Event, perform all his obligations referred to in schedule 2 to this Agreement.

9.2

The Company agrees and undertakes that it will not take any action with respect to the use of the proceeds of the Subscription that would result in a violation by any person investing or participating in the Subscription of any regulation or statute administered by the Office of Foreign Assets Control of the United States Treasury Department (“U.S. Economic Sanctions”), including, without limitation, using the proceeds of the Subscription to fund, directly or indirectly, any business activities with, or for the benefit of, a government, national, resident or legal entity of Cuba, Sudan, Iran, Myanmar, or any other country with respect to which U.S. persons, as defined in U.S. Economic Sanctions, are prohibited from doing business.

10.	Protection of the Company and Founder Shareholder

The provisions of schedule 4 shall apply.

11.	Confidentiality

11.1	Confidentiality

Subject to clause 11.2 and to clause 12, each Party:-

(A)

shall treat as strictly confidential the provisions of this Agreement and the process of their negotiation and all information about the other Party obtained or received by it as a result of negotiating, entering into or performing its obligations under this Agreement (“Confidential Information”); and

(B)

shall not, except with the prior written consent of each other Party (which shall not be unreasonably withheld or delayed), make use of (save for the purposes of performing its obligations under this Agreement) or disclose to any person any Confidential Information.

11.2	Permitted disclosure or use

Clause 11.1 shall not apply if and to the extent that the Party or its Affiliates disclosing Confidential Information can demonstrate that:

(A)

such disclosure by such Party or its Affiliates is required by law or is required or requested by any supervisory, regulatory or governmental body having jurisdiction over it (including but not limited to the Securities and Futures Commission, the Hong Kong Stock Exchange) and whether or not the requirement or request has the force of law; or

(B)

such disclosure by such Party and/or its Affiliates is to its professional advisers in relation to the negotiation, entry into or performance of this Agreement or any matter arising out of the same;

(C)

in the case of the Investor, such disclosure is to its Affiliates and its and their respective directors, officers, employees, agents and advisers and any investor or fund manager of the Investor;

(D)

such disclosure is required to facilitate the Listing Process and to be made pursuant to clause 5.1;

(E)

such disclosure is required and necessary for the satisfaction of any of the Conditions; or

(F)

in the case of a disclosure or use, the Confidential Information concerned was lawfully in its possession (as evidenced by written records) prior to its being obtained or received as described in clause 11.1(A); or

(G)

in the case of a disclosure or use, the Confidential Information concerned has come into the public domain other than through its fault or the fault of any person to whom such Confidential Information has been disclosed in accordance with clause 11.1(B).

11.3	Continuance of restrictions

The restrictions contained in this clause 11 shall survive Completion and shall continue without limit of time.

11.4

Privilege

Where any confidential information is also privileged, the waiver of such privilege is limited to the purposes of this Agreement and does not, and is not intended to, result in any wider waiver of the privilege. Any Party hereto in possession of any confidential information relating to any other Party hereto (a “privilege holder”) shall take all reasonable steps to protect the privilege of the privilege holder therein and shall inform the privilege holder if any step is taken by any other person to obtain any of its privileged confidential information.

12.	Announcements

12.1	Restrictions

Subject to clause 12.2, and whether or not any restriction contained in clause 11 applies, no Party to this Agreement shall make any announcement, (including, without limitation any communication to the public or to all or any of the employees of the Company) concerning the provisions or subject matter of this Agreement or containing any information about any other Party without the prior written approval of the others (which shall not be unreasonably withheld or delayed) nor shall any Party use the name of Xxxxxxx, Xxxxx & Co., or any Affiliate of the Investor without obtaining in each instance the prior written consent of the Investor.

12.2	Permitted announcements

Clause 12.1 shall not apply if and to the extent that such announcement is required for the Party and/or its Affiliates by law or by any supervisory, regulatory or governmental body having jurisdiction over it or in connection with the Listing Process or in the case of the Investor and/or its Affiliates, to its Affiliates and its and their respective directors, officers, employees, agents and advisers and its investors and/or fund managers and whether or not the requirement has the force of law and provided that any such announcement shall be made only after consultation with the other parties.

12.3	Continuance of restrictions

The restrictions contained in this clause 12 shall survive Completion and shall continue without limit of time.

13.	Provisions relating to this Agreement

13.1	Successors and assigns

This Agreement shall be binding upon and enure for the benefit of the successors of the parties but shall not be assignable, except for an assignment by the Investor to any of its Affiliates. Any purported assignment, except for an assignment by the Investor to any of its Affiliates, shall be void.

13.2	Whole agreement

This Agreement, together with any documents referred to in it, constitutes the whole agreement between the Parties relating to its subject matter and supersedes and extinguishes any prior drafts, agreements, and undertakings, whether in writing or oral, relating to such subject matter.

13.3	Agreement survives Completion

The Warranties and all other provisions of this Agreement, in so far as the same shall not have been performed at Completion, shall remain in full force and effect notwithstanding Completion.

13.4	Rights cumulative and other matters

(A)

The rights, powers, privileges and remedies provided in this Agreement are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by law or otherwise.

(B)

No single or partial exercise of any right, power, privilege or remedy under this Agreement shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy.

13.5	Invalidity

If any provision of this Agreement shall be held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected.

13.6	Severability

The provisions contained in each clause and/or sub-clause of this Agreement shall be enforceable independently of the others and the invalidity of any one provision shall not affect the validity of the others.

13.7

Variation

No variation of this Agreement shall be binding on any Party unless and to the extent that the same is recorded in a written agreement duly entered into by all Parties.

13.8	Counterparts

This Agreement may be executed in any number of counterparts, which shall together constitute one Agreement. Any Party may enter into this Agreement by signing any such counterpart.

13.9

Costs

Save as otherwise expressly provided herein, each Party shall bear its own costs arising out of or in connection with the preparation, negotiation and implementation of this Agreement.

13.10

Notices

(A)

Any notice or other communication required to be given under this Agreement or in connection with the matters contemplated by it shall, except where otherwise specifically provided, be in writing in the English language and shall be addressed as provided in clause 13.10(B) and may be:

(1)

personally delivered, in which case it shall be deemed to have been given upon delivery at the relevant address; or

(2)

if within Hong Kong, sent by pre-paid post, in which case it shall be deemed to have been given two Business Days after the date of posting; or

(3)

if from or to any place outside Hong Kong, sent by pre-paid airmail or by air courier, in which case it shall be deemed to have been given seven Business Days after the date of posting in the case of airmail or two Business Days after delivery to the courier in the case of air courier; or

(4)

sent by fax, in which case it shall be deemed to have been given when despatched, subject to confirmation of uninterrupted transmission by a transmission report provided that any notice despatched by fax after 17.00 hours (at the place where such fax is to be received) on any day shall be deemed to have been received at [08.00] on the next Business Day.

(B)

The addresses and other details of the parties referred to in clause 13.10(A) are, subject to clause 13.10(D):

For the Company:

Name:	XDLong International Company Limited

Address:	Xidelong Industrial Zone Wudi, Chendai Jinjiang Fujian Province China

Fax number:	(00) 000 0000 0000

For the Founder Shareholder:

Name:	Lin Shuipan

Address:	Xidelong Industrial Zone Wudi, Chendai Jinjiang Fujian Province China

Fax number:	(00) 000 0000 0000

For the Investor:

Name:	Elevatech Limited

For the attention of:	Xxxxxxx Xxxx/Xxxxx Xxx

Address:	c/o Goldman Sachs (Asia) L.L.C. 68/F, Xxxxxx Kong Xxxxxx 0 Xxxxx’x Xxxx Xxxxxxx Xxxx Xxxx

Fax number:	x000 0000 0000

(C)

In proving service of any notice it shall be sufficient to prove:

(1)

in the case of a notice sent by post that such notice was properly addressed, stamped and placed in the post;

(2)

in the case of a notice personally delivered that it was declined to or left at the specified address;

(3)

in the case of a notice sent by fax that it was duly despatched to the specified number as confirmed by a transmission report; and

(4)

in the case of a notice sent by air courier that it was delivered to a representative of the courier.

(D)

Any Party to this Agreement may notify the other parties of any change to its address or other details specified in clause 13.10(B) provided that such notification shall only be effective on the date specified in such notice or five Business Days after the notice is given, whichever is later.

14.

Waiver

14.1	Failure by any Party at any time or times to require performance of any provision of this Agreement shall in no manner affect his right to enforce such provision at a later time.

14.2

No waiver by any party of any condition or the breach of any term, covenant, representation or warranty contained in this Agreement (whether by conduct or otherwise) shall be deemed to be, or construed as, a further or continuing waiver of any such condition or breach or a waiver of any other condition or be deemed to be, or construed as, the breach of, or a waiver of, any other term, covenant, representation or warranty contained in this Agreement.

15.	Law and Jurisdiction

15.1	Hong Kong Law

This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong.

15.2	Dispute Resolution

(A)

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in Hong Kong under the UNCITRAL Arbitration Rules in accordance with the Hong Kong International Arbitration Centre (HKIAC) Procedures for the Administration of International Arbitration in force at the date of this Agreement. The HKIAC shall be the arbitration commission.

(B)

The seat of the arbitration shall be Hong Kong and the arbitration shall take place at the HKIAC. The appointing authority shall be the HKIAC. There shall be three arbitrators, one of whom shall be nominated by the Investor, one of whom shall be jointly nominated by the other Parties to the arbitration and one of whom shall be nominated by the HKIAC, who shall act as the chairman of the tribunal. The award shall be given by majority decision. If there be no majority, the award shall be made by the Chairman of the tribunal alone.

(C)

The language to be used in the arbitral proceedings shall be English.

(D)

By agreeing to arbitration pursuant to this clause, the Parties waive irrevocably their right to any form of appeal, review or recourse to any state court of other judicial authority, insofar as such waiver may validly be made.

(E)

Any Party shall have the right to seek interim injunctive relief from a court of competent jurisdiction, both before and after the arbitrators have been appointed, at any time up until the arbitrators have made their final award.

AS WITNESS the hands of the duly authorised representatives of the parties on the date first before written.

Xx Xxx Shuipan duly authorised for and on behalf of Xdlong International Company Limited	) ) ) )

SIGNED by Xx Xxx Shuipan	)

SIGNED by Mr Xxxxx Xxxxx duly authorised for and on behalf of the Elevatech Limited	) ) )

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Subscription Agreement

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